SunOpta Inc.: Form 8-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 29, 2014

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

Canada 001-34198 Not Applicable
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation)   No.)

2838 Bovaird Drive West
Brampton, Ontario, L7A 0H2, Canada
(Address of Principal Executive Offices)

(905) 455-1990
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

SunOpta Inc. (the “Company”) held its Annual and Special Meeting on May 29, 2014 (the “Meeting”). The matters voted upon at the Meeting included (i) the election of ten directors of the Company for the ensuing year; (ii) the appointment of Deloitte LLP as the independent registered public accounting firm and auditor of the Company for the ensuing year and to authorize the Audit Committee of the Company to fix their remuneration; (iii) the approval on an advisory vote regarding the compensation of the Company’s named executive officers, and (iv) recommend frequency of advisory vote on executive compensation.

Our scrutineer reported the vote of the shareholders as follows:

  1.

Election of Directors


  Director Name Votes For Votes Withheld Broker Non-Votes
  Jay Amato 43,789,255 340,464  7,968,815
  Steven Bromley 43,744,561 385,158  7,968,815
  Michael Detlefsen 43,710,536 419,183  7,968,815
  Peter Fraser 43,684,526 445,193 7,968,815
  Douglas Greene 43,712,148 417,571 7,968,815
  Victor Hepburn 43,832,806 296,913 7,968,815
  Katrina Houde 43,640,963 488,756 7,968,815
  Jeremy Kendall 43,427,702 702,017 7,968,815
  Alan Murray 43,756,105 373,614 7,968,815
  Allan Routh 43,545,632 584,087 7,968,815

  2.

Appointment of Independent Registered Public Accounting Firm


  Votes For Votes Against Votes Abstain  
  51,597,459 164,269 336,806  

  3.

Advisory Resolution Regarding the Compensation of the Company’s Named Executive Officers


  Votes For Votes Against Votes Abstain Broker Non-Votes
  43,150,628 544,540 434,551 7,968,815

  4.

Advisory Resolution Regarding the Frequency of Advisory Vote on Named Executive Compensation s


  1 YEAR 2 YEARS 3 YEARS ABSTAIN
  33,222,161 230,215 6,779,255 1,179,573


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  SUNOPTA INC.
     
  By /s/ Robert McKeracher
    Robert McKeracher
    Vice President and Chief Financial Officer
     
  Date May 30, 2014